REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
AMAZON.COM, INC.
AS ISSUER,
AND
MORGAN STANLEY & CO. INCORPORATED,
CREDIT SUISSE FIRST BOSTON
AND
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
AS INITIAL PURCHASERS
DATED FEBRUARY 3, 1999
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of February 3, 1999 by and among Amazon.com, Inc., a Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston and Donaldson, Lufkin & Jenrette Securities Corporation (the "Initial Purchasers") pursuant to the Placement Agreement, dated as of January 29, 1999 (the "Placement Agreement"), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Placement Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Placement Agreement.
The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Notes (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoing a "Holder" and together the "Holders"), as follows:
SECTION 1. DEFINITIONS. Capitalized terms used herein without definition shall have their respective meanings set forth in the Placement Agreement. As used in this Agreement, the following terms shall have the following meanings:
AFFILIATE: With respect to any specified person, an "affiliate," as defined in Rule 144, of such person.
AMENDMENT EFFECTIVENESS DEADLINE DATE: See Section 2(d) hereof.
APPLICABLE CONVERSION PRICE: The Applicable Conversion Price as of any date of determination means the Conversion Price in effect as of such date of determination or, if no Notes are then outstanding, the Conversion Price that would be in effect were Notes then outstanding.
BUSINESS DAY: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York or Seattle, Washington are authorized or obligated by law or executive order to close.
COMMON STOCK: The shares of common stock $0.01 par value of the Company and any other shares of common stock as may constitute "Common Stock" for purposes of the Indenture, including the Underlying Common Stock.
CONVERSION PRICE: Conversion Price shall have the meaning assigned such term in the Indenture.
DAMAGES ACCRUAL PERIOD: See Section 2(e) hereof.
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DAMAGES PAYMENT DATE: Each interest payment date under the Indenture in the case of Notes, and each February 1 and August 1 in the case of the Underlying Common Stock.
DEFERRAL NOTICE: See Section 3(i) hereof.
DEFERRAL PERIOD: See Section 3(i) hereof.
EFFECTIVENESS DEADLINE DATE: See Section 2(a) hereof.
EFFECTIVENESS PERIOD: The period of two years from the later of (a) the Issue Date (b) the last date of original issuance of the Notes, or such shorter period ending on the date that all Registrable Securities have ceased to be Registrable Securities.
EVENT: See Section 2(e) hereof.
EVENT DATE: See Section 2(e) hereof.
EVENT TERMINATION DATE: See Section 2(e) hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
FILING DEADLINE DATE: See Section 2(a) hereof.
HOLDER: See the second paragraph of this Agreement.
INDENTURE: The Indenture dated as of the date hereof between the Company and The Bank of New York, as trustee, pursuant to which the Notes are being issued.
INITIAL PURCHASERS: Morgan Stanley & Co. Incorporated, Credit Suisse First Boston and Donaldson, Lufkin & Jenrette Securities Corporation.
INITIAL SHELF REGISTRATION STATEMENT: See Section 2(a) hereof.
ISSUE DATE: February 3, 1999.
LIQUIDATED DAMAGES AMOUNT: See Section 2(e) hereof.
LOSSES: See Section 6 hereof.
MATERIAL EVENT: See Section 3(i) hereof.
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NOTES: The 4 3/4% Convertible Subordinated Notes due 2009 of the Company to be purchased pursuant to the Placement Agreement.
NOTICE AND QUESTIONNAIRE: A written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex B to the Offering Memorandum of the Company issued January 29, 1999 relating to the Notes.
NOTICE HOLDER: On any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.
PROSPECTUS: The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.
PLACEMENT AGREEMENT: See the first paragraph of this Agreement.
PROVISIONAL REDEMPTION: See Section 3.1(a) of the Indenture.
PROVISIONAL REDEMPTION DATE: See Section 3.1(a) of the Indenture.
RECORD HOLDER: (i) With respect to any Damages Payment Date relating to any Notes as to which any such Liquidated Damages Amount has accrued, the holder of record of such Note on the record date with respect to the interest payment date under the Indenture on which such Damages Payment Date shall occur and (ii) with respect to any Damages Payment Date relating to the Underlying Common Stock as to which any such Liquidated Damages Amount has accrued, the registered holder of such Underlying Common Stock fifteen (15) days prior to the next succeeding Damages Payment Date.
REGISTRABLE SECURITIES: The Notes until such Notes have been converted or exchanged into the Underlying Common Stock, and, at all times subsequent to any such conversion or exchange the Underlying Securities and any securities into or for which such Underlying Common Stock have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, (A) the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) were it not held by an affiliate of the Company or (iii) its sale to the public pursuant to Rule 144, and (B) as a result of the event or circumstance described in any of the foregoing clauses (i) through (iii), the legends with respect to transfer restrictions required under the Indenture are removed or removable in accordance with the terms of the Indenture. |
